Exhibit 10.1
October 4, 2023
Steven Humphreys
Via email to
Re: Amendment to Employment
Letter Agreement
Dear Steve:
This letter agreement
(the Amendment) reaffirms and amends the offer letter agreement between you and Identiv, Inc. (the Company) dated September 14, 2015 (the Employment Letter Agreement)
as follows:
1. Base Salary; Annual Performance Bonus
Effective as of September 1, 2023, your base salary will be $550,000 on an annualized basis (the Base Salary). The Base Salary
will continue to be paid to you in the form of fully vested common stock of the Company, except for amounts withheld in cash to cover taxes and other voluntary and involuntary payroll deductions and withholdings.
In addition to your Base Salary, you will be eligible to earn a quarterly performance bonus of up to $100,000 at the end of each fiscal quarter beginning with
the fourth fiscal quarter starting October 1, 2023.
Performance bonus criteria for the remainder of 2023 will, with respect to the quarter ended
September 30, 2023, be based on the existing revenue and net income targets and, with respect to the fourth fiscal quarter ending December 31, 2023 and thereafter be established based on the Companys performance metrics and specific
thresholds set forth in the operating plan approved by the Board of Directors (the Board) from time to time. Performance achieved will be evaluated on a quarterly basis. Your Base Salary and incentive compensation will be
subject to periodic review and adjustment by the Board in accordance with Company practices.
All other terms contained in the Employment Letter Agreement
under the heading Compensation, Benefits will remain unchanged.
2. Corporate Event RSU Award
Subject to your continued employment with the Company (except as provided below), if the Company undergoes either (i) a sale or merger of a material
business unit at a price and on terms determined by the Board to constitute a qualifying transaction or, (ii) a Change of Control (as defined in the Employment Letter Agreement) (each, a Corporate Event) on or before
the fourth (4th) anniversary of the date of this Amendment (the Deadline), then you will be granted an award of 365,000 fully vested restricted stock units (the
Corporate Event RSU Award) effective as of immediately prior to the consummation of the Corporate Event, which will settle for either stock or cash (as provided below) upon the consummation of the Corporate Event.